ESSILOR PREFERRED REWARDS® PROGRAM TERMS AND CONDITIONS

  1. Overview. The ESSILOR PREFERRED REWARDS® PROGRAM™ (the "Program") is sponsored by Essilor of America, Inc., 13555 North Stemmons Freeway, Dallas, TX 75234 ("Essilor" or "Sponsor"). The Program is an industry trade promotional program pursuant to which professional eyecare practices that meet the eligibility criteria set forth in Section 5 below and that are properly enrolled in the Program pursuant to the requirements set forth in Section 6 below may earn price reductions in the form of Essilor Preferred Rewards Points (defined below) that are redeemable for rebates, rewards, partial advertising reimbursement, or reimbursement for certain Essilor equipment.

  2. Terms and Conditions. These ESSILOR PREFERRED REWARDS® PROGRAM TERMS AND CONDITIONS ("Terms and Conditions") shall govern the operation of the Program, superseding any and all terms, conditions, rules and practices previously in effect. In the event of a discrepancy between these Terms and Conditions and any advertising or other collateral material, the Terms and Conditions shall govern.

  3. Program Period. The Program is effective from April 1, 2018 onward, and shall continue, in annual increments based on the calendar year, until modified or canceled by Sponsor. (As set forth in Section 32 below, Sponsor reserves the right to modify or cancel the entire or part of the Program for any reason). Each calendar year under the Program shall be referred to as a “Program Year.”

  4. Enrollment Period. Eligible Practices (defined below) may enroll in the Program any time from March 6, 2018 onward, until the enrollment period for the Program is modified or canceled by Sponsor. As discussed in Section 6 below, an Eligible Practice will be eligible to earn Essilor Preferred Reward Points (defined below) beginning on the first day of the next calendar month following the date of enrollment in the Program. Enrollment in the Program is only required once, unless the Enrolled Practice (defined below) withdraws or is terminated from the Program. In other words, if an Eligible Practice properly enrolls in the Program in a given Program Year, that Eligible Practice will continue to be enrolled in the Program in all subsequent Program Years, unless the Eligible Practice withdraws or is terminated from the Program. Participation in the Program is by invitation only. Invitations to participate in the Program will be sent to certain Eligible Practices as determined in Sponsor’s sole discretion via email.

  5. Eligibility. The Program is open to professional eyecare practices only (i.e., not individual professionals) that: (a) are located in one of the fifty United States or District of Columbia; (b) are invited to participate in the Program; (c) are not beneficiaries of certain pricing or promotional agreements with Sponsor; (d) are not excluded, debarred, or suspended, nor owned or controlled, in whole or in part, by a person who is excluded, debarred, or suspended, from participation in any federal health care program (defined below); and (e) agree to and make the certification described in Section 24 below (“Eligible Practices”). The term "federal health care program" is defined at 42 U.S.C. §1320a-7b(f) and includes Medicare, Medicaid, TRICARE and certain other government funded health care programs and plans. To be clear, if an Eligible Practice becomes ineligible to participate due to Section 5(c) above, such practice will no longer be eligible to participate in the Program or earn Essilor Preferred Rewards Points (defined in Section 14 below). Any previously earned Essilor Preferred Rewards Points must be redeemed within ninety (90) days of becoming ineligible to participate in the Program or they will expire.

  6. Enrollment. Enrollment and participation are limited to Eligible Practices. An Eligible Practice is determined by the employer identification number (“EIN”), regardless of whether (i) the Eligible Practice has one or multiple physical practice locations and (ii) an Eligible Practice with multiple physical practice locations registers one or multiple practice locations under that EIN. For the avoidance of doubt, multiple physical practice locations registered to the same EIN will be considered part of the same “Eligible Practice.” Notwithstanding the foregoing, Sponsor reserves the right in its sole discretion to subsequently require each individual practice location to enroll as a separate “Eligible Practice,” or to determine “tier” status based upon each individual practice location’s performance if the Program is restructured to include tiers or similar reward levels, provided that any such individual practice location requirements or "tier" status determinations shall only be applied prospectively.

    To participate in the Program, an owner, officer, or director of the Eligible Practice or an account manager with authority to bind the Eligible Practice (collectively, "Practice Principal") must enroll the Eligible Practice online. To that end, the Practice Principal must visit the Program portal at www.rewards.essilorusa.com (the “Portal”) during the Enrollment Period and perform the following steps:

    1. Register by first entering the Eligible Practice’s Loyalty ID, as emailed by Sponsor to the Eligible Practice.
    2. Enter the last four (4) digits of the tax identification number associated with the Eligible Practice and the state and zip code of the Eligible Practice’s primary practice location.
    3. Check the box indicating that the Eligible Practice agrees to abide by the Terms and Conditions and submit authorization.
    4. Validate the Eligible Practice’s email address, which will then become the Eligible Practice’s username for the Portal.
    5. Create a new password to log into the Portal.
    6. Please note that the owner and/or employee with authority to represent the Eligible Practice and serve as its principal contact (the "Authorized Practice Administrator") that was previously designated in the 2017 Essilor Edge™ Program, if applicable, will continue to serve as the Authorized Practice Administrator under the Program unless the Eligible Practice wishes to make a change, which can be done by calling Essilor Customer Service. Customer Service also should be contacted by any Eligible Practice that wishes to change the tax information it submitted under the 2017 Essilor Edge™ Program.
    7. Click the "submit" button or function.

    As long as an Eligible Practice completes its enrollment during the Enrollment Period, as that term is defined in Section 3 above, and completes an IRS Form W-9 or any other forms issued or requested by Sponsor, it will be eligible, beginning on the first day of the next calendar month following the date of enrollment, to earn rebates in the form of Essilor Preferred Reward Points (defined below), which, in turn, may be redeemed for rewards and certain other things of value. Upon completion of the enrollment process, each Eligible Practice will be called an “Enrolled Practice."

  7. Communications. Enrolled Practices agree to the receipt of mail, faxes, phone calls and/or email at the numbers/emails provided in the account details for all purposes relating to the Program.

  8. Good Standing. In order to earn rebates (i.e., Essilor Preferred Rewards Points) under this Program, an Enrolled Practice must remain in good standing with Sponsor and/or Participating Lab (defined below), as applicable, which means, among other things, that (a) the Enrolled Practice must be current on all payments due to Sponsor and/or Participating Lab in accordance with Sponsor's and/or Participating Lab's payment terms, as applicable, (b) the Enrolled Practice and all of its owners and employees must be eligible to participate in all federal health care programs, and (c) the Enrolled Practice, the Practice Principal, and all of the Enrolled Practice employees must be eligible to participate under applicable federal and state law governing procurement of awards and rewards. To be clear, Essilor may withhold any and all rebates, Points, or other incentives under this Program until an Enrolled Practice is in good standing with Sponsor and/or Participating Lab.

  9. Participating Lab. For purposes of the Program, a "Participating Lab" is an Essilor optical laboratory, an Essilor partner optical laboratory, or an independent laboratory participating in the Program. Participating Labs will be listed on the Portal, as updated from time to time.

  10. Qualifying Lenses. For purposes of the Program, the term "Qualifying Lenses" is defined as a pair of any of the lenses listed in Exhibit A, which exhibit is incorporated herein by reference and may be updated by Sponsor from time-to-time. Notice of any updates to Exhibit A will be posted by Sponsor on the Portal.

  11. Jobs. For purposes of the Program, a "Job" is defined as a single purchase transaction made by an Enrolled Practice for a pair of Qualifying Lenses for a single patient under one prescription that is fulfilled by a Participating Lab during the applicable Program Year, as reflected on such Enrolled Practice’s monthly billing statement from Participating Lab. The date of a particular Job is the date when the Job is shipped from Participating Lab to the Enrolled Practice.

  12. Qualifying Purchases. For purposes of this Program, the term “Qualifying Purchases” means the Enrolled Practice's net purchases for all Jobs, as reflected on such Enrolled Practice's monthly billing statement from Participating Lab(s), excluding:

    1. purchases that may be paid for, in whole or in part, by a federal health care program ("FHCP Purchases"); and
    2. free, no cost, complimentary, product samples, remakes or other Qualifying Lenses that are obtained as part of a warranty fulfillment.

  13. FHCP Purchases. Enrolled Practice understands and agrees that it is responsible for identifying all FHCP Purchases and ensuring that such FHCP Purchases are carved out (i.e., excluded) from the determination of Qualifying Purchases. If a Job constitutes an FHCP Purchase, the Enrolled Practice must report that fact to the Participating Lab at the time of the order. If Enrolled Practice inadvertently receives any Points for an FHCP Purchase, Enrolled Practice must report that fact to the Sponsor no later than five (5) business days after the Points have been posted to the Enrolled Practice’s Program account on the Portal, so that such Points can be promptly removed. Enrolled Practice acknowledges and understands that its duty to identify and exclude all FHCP Purchases is a material requirement of the Program.

  14. Essilor Preferred Rewards Points. Under the Program, an Enrolled Practice can earn points based on the Enrolled Practice's Qualifying Purchases, as tracked and determined by Participating Labs and reported to Sponsor ("Essilor Preferred Rewards Points" or "Points"). The Points are redeemable for the rebates, rewards and other items of value listed in Sections 17-21, subject to the limitations set forth in these Terms and Conditions. The Points that may be earned for each type of Qualifying Purchase are listed in Exhibit A, which is incorporated herein by reference and may be updated by Sponsor from time-to-time. Notice of any updates to Exhibit A will be posted by Sponsor on the Portal.

  15. Points Redemption Generally. Points may be redeemed for a rebate payment, rewards, partial advertising reimbursement, or reimbursement for certain equipment, as further detailed in Sections 17-21 and subject to the limitations set forth in these Terms and Conditions. Only the Practice Principal or Authorized Practice Administrator may redeem Points on behalf of an Enrolled Practice.

    Enrolled Practices may redeem Points through the Portal after the Points have been posted to the Enrolled Practice's Program account on the Portal. Points earned by an Enrolled Practice will be posted to the Enrolled Practice's Program account within eight (8) weeks after the close of the month in which the Job occurred.

    The dollar value of each Point earned during the 2019 Program Year (even if posted to the Enrolled Practice’s Program account following the 2019 Program Year) is $0.04. Notice of the dollar value of Points that may be earned in subsequent Program Years will be posted, in advance, on the Portal. Points earned during a Program Year may be redeemed for a period of two (2) years from the last day of the month in which the applicable Points were posted to the Enrolled Practice’s Program account (“Expiration Date”). For example, Points posted to an Enrolled Practice Program's account on July 15, 2019 would have an Expiration Date of July 31, 2021. If the Expiration Date falls on a day other than the last day of a month, it shall be extended to the last day of the applicable month. Any Points that have not been redeemed by the applicable Expiration Date shall be permanently forfeited.

    Enrolled Practices may combine or transfer their Points with, or to, another Enrolled Practice provided that the Practice Principal send a written request to Sponsor and Sponsor approves of the combination or transfer, as applicable.

  16. Verification of Points. Each Enrolled Practice is responsible for verifying the accuracy of the Points posted to its Program account on the Portal. As discussed in Section 13 above, in the event that Enrolled Practice believes that any Points posted to its Program account are based on FHCP Purchases, Enrolled Practice must report that fact no later than five (5) business days after the Points have been posted to the Enrolled Practice’s Program account on the Portal, so that such Points can be promptly removed. In the event that Enrolled Practice believes that the Points posted to its Program account are inaccurate for any other reason, Enrolled Practice must report that fact to Sponsor no later than thirty (30) days after the Points have been posted to Enrolled Practice's Program account (“Verification End Date”). Provided that Enrolled Practice has reported a potential Points inaccuracy to Sponsor no later than the Verification End Date, Sponsor shall audit the Points at issue and, if an inaccuracy is found in Sponsor's sole determination, Sponsor shall modify the Points to correct the inaccuracy. Sponsor shall have no obligation to audit or modify any Points (i) for which Enrolled Practice has not reported a potential inaccuracy or (ii) for which Enrolled Practice has reported a potential inaccuracy but after the applicable Verification End Date; provided, however, that if the inaccuracy is due to the inclusion of Points based on FHCP Purchases, that inaccuracy shall be modified even if the Verification End Date has passed.

    Sponsor reserves the right, without obligation and at its discretion, to audit any and all Points posted to Enrolled Practice's Program account on the Portal. Sponsor reserves sole discretion to modify the Points if for any reason it cannot verify their accuracy or if there is any evidence of error in reporting, including but not limited to errors in data entry, whether intentional or inadvertent; participant ineligibility; or violations of the Terms and Conditions.

  17. Points Redemption for Rebate Payment.

    1. General Details. Points may be redeemed for a rebate payment equal to the dollar value of the Points, provided that the Enrolled Practice requests a rebate payment for Points that have a dollar value of at least Twenty-Five Dollars ($25.00) (except during the Expiration Date month, as discussed below). During the Expiration Date month only, Points may be redeemed for a rebate payment for Points that have a dollar value of less than $25.00. For example, if Points earned during the 2018 Program Year totaling less than $25.00 have an Expiration Date of July 31, 2020, Enrolled Practice only would be able to request a rebate payment for such Points in July 2020. If an Enrolled Practice fails to submit a rebate payment request by the Expiration Date of the relevant Points (or to redeem such Points for any of the other items specified in these Terms and Conditions), it will permanently forfeit any such Points.
    2. Requesting Rebate Payment. The Enrolled Practice may request a rebate payment equal to the dollar value of the Points by specifying the number of Points that the Enrolled Practice wishes to redeem for a rebate payment on the Portal. In order to have the rebate redemption request fulfilled, the Enrolled Practice must have a complete and accurate "New Supplier/Payee Setup Form," also known as a substitute IRS Form W-9, on file with Sponsor. Rebate payment requests may only be made on behalf of the Eligible Practice by the Practice Principal or the Authorized Practice Administrator via the “Request Check” button on the Rewards page of the Portal. Rebate repayment will only be issued to the Enrolled Practice, not an individual. Once submitted, the rebate payment will be processed and mailed within six (6) weeks of the request date. Any changes to practice information will cause delays in rebate payment. Each Enrolled Practice's redemption of Points for a rebate payment will be posted on the Portal.
    3. Form of Rebate Payment. Rebate payments will be made by check, ACH (automated clearing house), or wire transfer to the Enrolled Practice.

  18. Points Redemption for Rewards.

    1. General Details. Points may be redeemed for rewards items available on the Portal ("Rewards"), which Rewards are subject to change without notice. Rewards may include, by way of example only, apparel, practice building support, promotional support, equipment, and electronics. The Points required to obtain each Reward shall be posted on the Portal and are not subject to negotiation. Rewards available under the Program are not available for purchase through Sponsor.
    2. Placing a Reward Order. Enrolled Practice's Authorized Practice Administrator can place a Reward order through the Portal only. In order to have the Reward order fulfilled, the Enrolled Practice must have a complete and accurate "New Supplier/Payee Setup Form," also known as a substitute IRS Form W-9, on file with Sponsor.
    3. Reward Delivery. Rewards will be shipped within two (2) to four (4) weeks of a Reward order via ground carrier to the address on file in the Enrolled Practice's Program account registration. Note that some Rewards are not traceable by mail. Therefore, by default, all Rewards will be sent to the official account address. Rewards shipped to Alaska and Hawaii will be shipped by airfreight and are subject to additional Point deduction. Sponsor is not responsible for Rewards lost or damaged in shipment. If a Reward is received in error, the Enrolled Practice should contact Sponsor immediately at 866-281-7951.
    4. Canceling a Reward Order. To request cancellation of a Reward order, Enrolled Practice should contact the Program Support Team immediately at 866-281-7951. Sponsor shall have full discretion whether to accept a cancellation request and, if so, whether to charge a cancellation fee (in the form Point deductions). In the event a Reward has been shipped prior to Sponsor granting an order cancellation, Sponsor may also deduct Points for its shipping costs.
    5. Return Policy. An Enrolled Practice may request to return a Reward by contacting the Program support team at 866-281-7951 or support@essilorsupport.com within thirty (30) days of its original ship date. Sponsor shall have full discretion as to whether to accept an Enrolled Practice's request. Sponsor shall not accept a request to return a Reward if that Reward has been opened and/or is not in its original packaging. If Sponsor decides to accept the return of a Reward, it will provide Enrolled Practice with return instructions and may, in its discretion, deduct Points to cover its shipping and delivery costs.
    6. Prepaid Cards and Gift Cards/Certificates. If an Enrolled Program redeems Points to obtain a Reward in the form of a prepaid card or gift card/certificate, Sponsor shall not be responsible for lost, stolen, or expired prepaid cards or gift cards/certificates. The value of a prepaid card or gift card/certificate that is lost, stolen, destroyed, altered, or used without permission will NOT be replaced or refunded. Sponsor’s responsibility ends upon delivery of the prepaid cards or gift cards/certificates to a nationally recognized third party carrier. Prepaid cards or gift cards/certificates may be shipped separately from other Rewards. Prepaid cards and gift cards/certificates may not be redeemed or converted into cash. Prepaid cards and gift cards/certificates are subject to the terms and conditions set forth on the relevant card/certificate or as otherwise imposed by the issuer. Prepaid cards and gift cards/certificates CANNOT be returned, exchanged or refunded.
    7. Electronics. Available electronic Rewards are described on the Portal. Electronic Rewards CANNOT be returned, exchanged or refunded.

  19. Points Redemption for Partial Advertising Reimbursement.

    1. General Details. Points may be redeemed to pay for a portion of the costs associated with the Enrolled Practice's placement of direct mail, print, radio, or television advertising ("Eligible Advertising"), subject to the terms and conditions of this Section 19, including, but not limited to, pre-approval by Sponsor. Points may not be used to pay for advertising agency or production fees.

    2. Reimbursement for Essilor Ads. Sponsor offers Eligible Advertising (in the form of direct mail, print, radio, and television advertising) on the Portal that may be customized for Enrolled Practice's own use ("Essilor Ads"). Options for Essilor Ads on the Portal may be removed, updated, or replaced from time-to-time in Sponsor's sole discretion. Points may be redeemed for the following advertising placement/insertion costs of Essilor Ads:

      1. Essilor Ads Direct Mail. Points may be redeemed for first class postage and printing expenses associated with Essilor Ads Direct Mail. A copy of the invoice/receipt for postage is required to process reimbursement claims for Essilor Ads Direct Mail.
      2. Essilor Ads Print Advertising. Points may be redeemed for reimbursement of the media placement/insertion costs for Essilor Ads Print Advertising. A copy of the invoice/receipt of media placement/insertion costs and a sample tear sheet are required to process the reimbursement claim.
      3. Essilor Ads Radio Spots. Points may be redeemed for reimbursement of the media placement costs for Essilor Ads Radio Spots. A copy of the affidavit or commercial content, schedule, and invoice are required to process the reimbursement claim.
      4. Essilor Ads Television Spots. Points may be redeemed for reimbursement of the media placement costs for Essilor Ads TV Spots. A copy of the television script or tape must be included when submitting a reimbursement claim.

    3. Reimbursement for Custom Ads. For Eligible Advertising not produced by Sponsor ("Custom Ads"), Points may be redeemed for reimbursement of a percentage of the Enrolled Practice's actual cost for such advertising placement if the following conditions are met:

      1. Content Requirements. In order for a Custom Ad to qualify for any reimbursement under the Program, the Custom Ad must contain a Varilux®, Crizal®, Eyezen+, Xperio UV™, and/or Transitions® product mention or feature the Varilux® Crizal®, Eyezen+, Xperio UV™, and/or Transitions® logo and be preapproved by Essilor to ensure compliance with Essilor trademark and brand guidelines.
      2. Pre-approval by Sponsor. In order for a Custom Ad to qualify for reimbursement under the Program, the Custom Ad must be pre-approved by Sponsor. The pre-approval process for Custom Ads shall include a determination by Sponsor of the exact percentage reimbursement allowed for the Custom Ad. Determination of the percentage reimbursement allowed for any individual Custom Ad is in Sponsor’s sole discretion and is dependent, in part, upon the prevalence of the Varilux® Crizal®, Eyezen+, Xperio UV™, and/or Transitions® logo and/or product inclusion and/or mention. Sponsor reserves the right to disapprove of any use of or reference to Essilor, its products, or brand names, and will require all ads and images to adhere to Sponsor’s current trademark and brand guidelines. Any disapproved Custom Ad will not be eligible for reimbursement under the Program.

    4. Pre-approval Process. In order to redeem Points for advertising placement/insertion costs associated with Essilor Ads or Custom Ads, an Enrolled Practice must obtain pre-approval from Sponsor before placing the Essilor Ad or Custom Ad into any advertising medium.

      1. To obtain pre-approval for an Essilor Ad or Custom Ad, the Enrolled Practice must submit a copy of the advertisement along with a pre-approval request form (available on the Portal) as follows:

        By fax to: 1-866-281-7952

        By mail to:
        Essilor Support
        6737 W Washington St #2214
        West Allis, WI 53214

        By email to: support@essilorsupport.com

        (Note: Submissions will not be processed until all required documents are received by Sponsor.)

      2. Sponsor will provide a response to an Enrolled Practice's pre-approval request (i.e., an authorization or denial) within two (2) weeks of receipt of the request. Failure to obtain pre-approval before placing an Essilor Ad or Custom Ad may result in ineligibility for advertising reimbursement, a deduction of Points, and/or termination from the Program. A response from Sponsor authorizing the advertisement for insertion and/or reimbursement will contain a pre-approval number, which the Enrolled Practice must include when filing a claim for reimbursement after the ad placement occurs

    5. Advertising Reimbursement Claims Process.

      1. Claims Form. In order to redeem Points for advertising placement/insertion costs associated with the Enrolled Practice's placement of pre-approved Essilor Ads or Custom Ads, Enrolled Practice must submit a Point reimbursement claim form (available on the Portal) to Sponsor. Reimbursement claim forms must be completed in writing and in full (including the pre-approval number obtained from Sponsor in the pre-approval process) and submitted to Sponsor with a copy of the advertising placement invoice, the executed advertisement (e.g., copy of the television script or tape) and proof of payment acceptable to Sponsor within ninety (90) days of placement/insertion. Failure to submit an advertising reimbursement claim within ninety (90) days of placement/insertion may result in ineligibility for advertising reimbursement. Claims should be submitted to one of the following:

        By fax to: 1-866-281-7952

        By mail to:
        Essilor Support
        6737 W Washington St #2214
        West Allis, WI 53214

        By email to: support@essilorsupport.com

        (Note: Submissions will not be processed until all required documents are received by Sponsor.)

      2. Sufficient Points. Reimbursement claims will only be processed if the Enrolled Practice has sufficient Points to cover the total pre-approved reimbursement amount for the ad insertion. Partial reimbursement will be permitted only upon Essilor’s prior written authorization. Enrolled Practices should confirm they have the necessary Points in their Program account to cover the cost of the reimbursement claim prior to submitting the claim.
    6. Form of Advertising Reimbursement. Advertising reimbursement will be made by way of check or direct deposit issued to the Enrolled Practice. Advertising reimbursement will be provided within four (4) to six (6) weeks following receipt of complete reimbursement claim materials. Sponsor reserves the right to audit any and all records pertaining to reimbursing claims for a period of 180 weekdays following payment of a reimbursement claim.

  20. Points Redemption for Visioffice®, m'eyeFit®, and Other Instruments/Equipment.

    1. General Details. Points may be redeemed for the down payment, lease payment, or payment of a portion of the cost of purchasing a Visioffice® system, m’eyeFit® system, Essilor instruments/equipment, or any other instruments/equipment that is pre-approved by Sponsor in writing ("Instruments/Equipment Costs").

    2. Pre-approval Process. In order to redeem Points for Instruments/Equipment Costs, an Enrolled Practice must obtain pre-approval from Sponsor, which pre-approval shall be subject to Sponsor's sole discretion.

      1. To obtain pre-approval for Instruments/Equipment Costs, the Enrolled Practice must submit a pre-approval request form (available on the Portal) as follows:

        By fax to: 1-866-281-7952

        By mail to:
        Essilor Support
        6737 W Washington St #2214
        West Allis, WI 53214

        By email to: support@essilorsupport.com

        (Note: Submissions will not be processed until all required documents are received by Sponsor.)

      2. Sponsor will provide a response to an Enrolled Practice's pre-approval request (i.e., an authorization or denial) within two (2) weeks of receipt of the request. Failure to obtain pre-approval may result in ineligibility for Instruments/Equipment Costs reimbursement. A response from Sponsor authorizing Instruments/Equipment Costs reimbursement will contain a pre-approval number, which the Enrolled Practice must include when filing a claim for reimbursement.

    3. Reimbursement Claims Process.

      1. Claims Form. In order to redeem Points for Instruments/Equipment Costs, Enrolled Practice must submit to Sponsor a Point reimbursement claim form (available on the Portal). Reimbursement claim forms must be completed in writing and in full and submitted to Sponsor with a copy of the approval form provided by Sponsor, a copy of the relevant invoice, and proof of payment acceptable to Sponsor within ninety (90) days of the date of the invoice. Failure to submit a reimbursement claim within ninety (90) days of the invoice may result in ineligibility for reimbursement of Instrument/Equipment Costs. Claim forms should be submitted to one of the following:

        By fax to: 1-866-281-7952

        By mail to:
        Essilor Support
        6737 W Washington St #2214
        West Allis, WI 53214

        By email to: support@essilorsupport.com

        (Note: Submissions will not be processed until all required documents are received by Sponsor.)

      2. Sufficient Points. Reimbursement claims will only be processed if the Enrolled Practice has sufficient Points to cover the Instruments/Equipment Costs reimbursement.
    4. Form of Reimbursement. Reimbursement for Instruments/Equipment Costs will be paid in the form of check or direct deposit issued to the Enrolled Practice.

  21. Points Redemption for Rendia (formerly Eyemaginations) Software Plan.

    1. General Details. Points may be redeemed for a portion of the cost of purchasing a Rendia software plan ("Rendia Costs").

    2. Pre-approval Process. In order to redeem Points for Rendia Costs, an Enrolled Practice must obtain pre-approval from Sponsor, which pre-approval shall be subject to Sponsor's sole discretion.

      1. To obtain pre-approval for Rendia Costs, the Enrolled Practice must submit a pre-approval request form (available on the Portal) as follows:

        By fax to: 1-866-281-7952

        By mail to:
        Essilor Support
        6737 W Washington St #2214
        West Allis, WI 53214

        By email to: support@essilorsupport.com

        (Note: Submissions will not be processed until all required documents are received by Sponsor.)

      2. Sponsor will provide a response to an Enrolled Practice's pre-approval request (i.e., an authorization or denial) within two (2) weeks of receipt of the request. Failure to obtain pre-approval may result in ineligibility for Rendia Costs reimbursement. A response from Sponsor authorizing Rendia Costs reimbursement will contain a pre-approval number, which the Enrolled Practice must include when filing a claim for reimbursement.

    3. Reimbursement Claims Process.

      1. Claims Form. In order to redeem Points for Rendia Costs, Enrolled Practice must submit a Point reimbursement claim form (available on the Portal) to Sponsor. Reimbursement claim forms must be completed in writing and in full and submitted to Sponsor with a copy of the approval form provided by Sponsor, a copy of the relevant invoice, and proof of payment acceptable to Sponsor within ninety (90) days of the date of the invoice. Failure to submit a reimbursement claim within ninety (90) days of the invoice may result in ineligibility for reimbursement of Rendia Costs. Claim forms should be submitted to one of the following:

        By fax to: 1-866-281-7952

        By mail to:
        Essilor Support
        6737 W Washington St #2214
        West Allis, WI 53214

        By email to: support@essilorsupport.com

        (Note: Submissions will not be processed until all required documents are received by Sponsor.)

      2. Sufficient Points. Reimbursement claims will only be processed if the Enrolled Practice has sufficient Points to cover reimbursement.
    4. Form of Reimbursement. Reimbursement for Rendia Costs will be paid in the form of check or direct deposit issued to the Enrolled Practice.

  22. Bonus Points. From time to time during a Program Year, Sponsor may offer bonus points (“Bonus Points”) for certain Qualifying Purchases (e.g., double or triple points for certain Qualifying Purchases during a specified period of time) to all or a sub-group of Enrolled Practices. These Terms and Conditions shall apply with respect to all such Bonus Points that are identified as being Bonus Points under the Program, except to the extent that the terms of the Bonus Points as detailed in the Bonus Points advertising materials (the “Bonus Points Terms”) are inconsistent with these Terms and Conditions, in which case the Bonus Points Terms shall prevail on that issue. Issues on which the Bonus Points Terms are silent shall be governed by these Terms and Conditions, as interpreted and enforced in Sponsor’s sole discretion. The Bonus Points Terms shall include such details as the eligible participants, dates, requirements for earning the Bonus Points, eligible labs, the amount of the Bonus Points, etc. For each Bonus Points offering, the relevant Bonus Points Terms shall be posted in advance (i.e., prior to the effective date of such Bonus Points offering) on the Portal. The Enrolled Practice will be responsible for all taxes associated with acceptance of such Bonus Points.

  23. Sales or Use Tax. Sponsor shall charge, and Enrolled Practices shall pay, sales or use taxes on taxable goods and services, as required by law. Such sales or use taxes shall be included in the cost of the goods or services redeemed and/or purchased. In jurisdictions where Sponsor does not have the legal responsibility to charge and collect sales or use taxes, Enrolled Practice shall be responsible for paying the relevant taxes to the appropriate taxing authorities directly.

  24. Compliance with Terms. By enrolling in the Program, each Enrolled Practice agrees to comply with these Terms and Conditions, including, but not limited to, the requirement to identify and carve out all FHCP Purchases, and understands and agrees that Sponsor's decisions with respect to all aspects of the Program, including the construction and meaning of the Terms and Conditions, are final in all respects.

  25. Certification. By enrolling in the Program, Enrolled Practice certifies that it understands and agrees that its eligibility for, and continued participation in, the Program is expressly conditioned upon Enrolled Practice identifying and carving out any and all FHCP Purchases from the Program (as required by Section 13 of these Terms and Conditions) and, to the extent necessary, promptly informing the relevant Participating Lab of any FHCP Purchases that should have been identified and carved out but (for whatever reason) were not.

  26. Compliance with Laws. Essilor and each Enrolled Practice covenant and agree that they will comply with all applicable federal and state laws and regulations, including, but not limited to, the federal health care program anti-kickback statute, 42 U.S.C. §1320a-7b(b) (the "Anti-Kickback Statute"), and its state law counterparts, as well as applicable laws and regulations governing the procurement of prizes and rewards.

  27. Points Reports. Within ninety (90) days following the end of each Program Year, Essilor shall make the following data ("Points Report") available to each Enrolled Practice on their Portal account page:

    1. The aggregate amount of Enrolled Practice's Qualifying Purchases in the Program Year;
    2. The total number of Points (including the conversion of Qualifying Purchases to Points) earned by Enrolled Practice in the Program Year;
    3. The total number of Points, and their aggregate dollar value (as set forth in the relevant annual 1099 Tax Form(s) sent to each Enrolled Practice), that were redeemed by Enrolled Practice (including the type of rewards and corresponding Points redeemed) during the Program Year;
    4. Other rebates or discounts, if any, received by Enrolled Practice through the Program in connection with the Qualifying Purchases.

    Each Points Report will be archived and accessible through the Enrolled Practice’s Portal accounts page through the earlier of (i) ten (10) years following the conclusion of the applicable Program Year (“Archive Period”) or (ii) Sponsor’s permanent cancellation of Program. In the event that Sponsor permanently cancels the Program, all Points Reports for which the Archive Period has not yet expired shall be available upon request from Sponsor during the remainder of the Archive Period.

  28. Price Transparency. Each Enrolled Practice understands and acknowledges that it may be required―pursuant to applicable federal or state laws or regulations, including, but not limited to, the Anti-Kickback Statute, its state law counterparts, or pursuant to its contractual arrangements with third party payers―to fully and accurately report and disclose the net purchase price (as that term is defined below) for all products it purchases from a Participating Lab under this Program or any other incentive program or promotion sponsored by Essilor. Toward that end, each Enrolled Practice covenants and agrees that it will:

    1. fully and accurately report and disclose—to the relevant government authority, health care plan or program, or third party payer—the net purchase price for all products it purchases and/or receives from a Participating Lab under this Program or any other incentive program or promotion sponsored by Essilor; and
    2. provide the relevant government authority, health care plan or program, or third party payer with such further information regarding its net purchase prices and the Points it earned and redeemed under this Program, as may be requested.

    For purposes of these Terms and Conditions, the term "net purchase price" means the net discounted price that the Enrolled Practice paid for each Qualifying Purchase at issue (i.e., the purchase price minus all price reductions, including, but not limited to, all Points earned and other discounts, rebates and free or discounted items or services such as, by way of example, free product sample voucher redemptions).

  29. Document Retention. To find the information necessary to meet the potential reporting obligations referenced in Section 28, Enrolled Practice should retain all of its Points Reports from Sponsor and its monthly billing statements from Participating Labs for all Qualifying Purchases under the Program.

  30. Indemnity. By enrolling in the Program and/or accepting the Points, each Enrolled Practice agrees to indemnify, release and hold harmless Sponsor and Participating Labs, their respective affiliates, and their respective officers, directors, shareholders, employees, agents and representatives (collectively “Released Parties”) from any and all liability, damages, rights, claims, actions, losses, costs, expenses, including attorney's fees and expenses (collectively “Losses”) of any kind relating to or arising under the Program, including, without limitation for or from (a) the redemption of any Points, (b) the payment or failure to pay sales or use taxes, and (c) publicity, rights of privacy or defamation.

  31. Limitation of Responsibility. The Released Parties are not responsible for: (a) lost, late, incomplete, inaccurate, undelivered, garbled, or lost enrollments or Job orders; (b) interrupted or unavailable network, server, Internet Service Provider (ISP), website or other connections; (c) other technical failures or difficulties experienced with respect to the Portal or the Program; (d) other errors of any kind, whether human, mechanical, electronic, network, typographical, printing or otherwise, relating to or arising under the Program or the earning or redemption of Points; (e) any incorrect or inaccurate information, whether caused by site users, tampering, hacking, or by any equipment or programming associated with or utilized in the Program; (f) injury or damage to any computer or network related to or resulting from enrollment or participation in the Program; (g) any personal injury, property damage, or any other loss, injury, or damage suffered by any person relating in any way to the items or services purchased, in whole or in part, through redemption of Points; and (h) in states in which Sponsor does not have the legal responsibility to charge and collect sales or use tax, the Enrolled Practice's failure to pay, in whole or in part, such sales or use tax to the applicable State taxing authority, and any penalty or interest imposed on the Enrolled Practice as a result of such failure.

  32. Reservation of Rights. Sponsor reserves the right in its sole discretion:

    1. To terminate the participation of any Enrolled Practice in the Program.
    2. To correct or amend the Terms and Conditions retroactively to the start of any Program Year.
    3. To modify or cancel the entire or part of the Program for any reason.

    Notice of any of these actions will be posted by Sponsor on the Portal.

  33. Termination of Enrolled Practice. If an Enrolled Practice is terminated from the Program, it will no longer be eligible to earn Points under the Program, but any Points earned prior to termination will be redeemable, subject to the limitations in these Terms and Conditions. The exclusion, debarment or suspension of an Enrolled Practice or any of its owners from participation in any federal health care program is grounds for immediate termination from the Program.

  34. Dispute Resolution. Except where prohibited by law, Eligible Practices and Enrolled Practices agree that any and all disputes, claims, and causes of action brought or otherwise asserted by them or on their behalf against any of the Released Parties that relate to or arise under this Program shall be (a) resolved individually, without resort to any form of class action, and exclusively by an action in state or federal court located in the State of Texas; and (b) limited to actual out-of-pocket costs incurred, including costs associated with participating in this Program but in no event include attorneys' fees and costs. All disputes, including those that involve the construction, validity, interpretation and enforceability of these Terms and Conditions, shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflicts of law principles.

  35. Waiver of Certain Damages. Eligible Practices and Enrolled Practices expressly waive any and all rights that they may have for punitive, incidental, and consequential damages or any damages other than actual out-of-pocket costs and expenses against any of the Released Parties in any dispute that relates to or arises under this Program.

  36. Privacy. Personal information (if any) collected online in connection with this Program shall be subject to the privacy policy posted on the Portal or Sponsor’s website (www.essilorusa.com).

  37. CAUTION. ANY ATTEMPT BY ANY PERSON OR ENTITY TO DISRUPT OR DAMAGE THE LEGITIMATE OPERATION OF THE PROGRAM OR PORTAL WILL BE PURSUED TO THE FULLEST EXTENT OF THE LAW.

EARN POINTS ACROSS FIVE INNOVATIVE BRANDS
©2018-2019 Essilor of America, Inc. All Rights Reserved. Unless otherwise indicated, all registered trademarks and trademarks are the property of Essilor International and/or its subsidiaries in the United States and in other countries. Transitions is a registered trademark, the Transitions logo, and Transitions Light Intelligent Lenses are trademarks of Transitions Optical, Inc., used under license by Transitions Optical Ltd. Photochromic performance is influenced by temperature, UV exposure, and lens material. These products may be protected by one or more patents listed at www.essilorusa.com/patents.